Exhibit
10.12


 


RELEASE


 


June 28, 2004


 


The Thomson Corporation


290 Harbor Drive


Stamford, Connecticut,
06902-7441


 


Ladies and Gentlemen:


 


Reference is made
to that certain Agreement and Plan of Merger, dated as of June 28, 2004 (as it
may be amended or supplemented from time to time, the “Merger Agreement”), among The Thomson
Corporation, a Delaware corporation (“Parent”),
Thyme Corporation, a Delaware corporation and a Subsidiary of Parent, and
Information Holdings Inc., a Delaware corporation (the “Company”).  Capitalized terms used in this Release and not otherwise defined
shall have the meanings ascribed to them in the Merger Agreement.


 


In order to induce
Parent to enter into and consummate the Merger and the other transactions
contemplated by the Merger Agreement, and as a condition to consummating the
Merger and the other transactions contemplated thereby, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned, intending to be legally bound, hereby covenants
and agrees as follows:


 


1.             Release. 
Notwithstanding anything to the contrary in Section 6.8 of the Merger
Agreement, the undersigned on behalf of himself and his successors, assigns and
Affiliates, with respect to each and every Claim (as defined below) that the
undersigned (or any of such Persons) may have had prior to, or may at or
following the Effective Time have, against any of the Releasees (as defined
below) (A) effective as of the Effective Time, irrevocably, unconditionally and
completely releases, acquits and forever discharges each of the Releasees from
any such Claim, and irrevocably, unconditionally and completely waives and
relinquishes such Claim and (B) effective as of the date hereof, covenants not
to sue or make any kind of demand or provide any kind of notice or undertaking
with respect to any such Claim.  “Releasees”
means (A) Parent; (B) the Company; (C) each Subsidiary of the Company, (D) each
Affiliate of Parent and, after the Effective Time, of the Company; and (E) the
successors, assigns and past, present and future directors, officers, agents,
attorneys and representatives of the respective entities identified or
otherwise referred to in clauses (A) through (D) of this definition.  “Claim” means any dispute, claim, suit,
right, damages, judgments, expenses, affirmative defenses, actions and causes
of action of every kind and nature, in law, equity or otherwise, that relates
to the matters set forth on Schedule I attached hereto, whether brought
pursuant to common law, statute, agreement, any insurance policy held by the
Company or any of its Subsidiaries, the Certificate of Incorporation, Bylaws or
similar organizational documents of the Company or any of its Subsidiaries, the
DGCL or otherwise.  The undersigned
acknowledges that the releases set forth in this paragraph have provided a
material inducement to Parent’s willingness to enter into the Merger Agreement
and without such releases Parent would not have been willing to enter into the
Merger Agreement, which agreement provides to the undersigned substantial
benefit and


 

















 


accordingly the undersigned willingly grants this
release in consideration therefor and for other good and valuable
consideration, receipt of which is hereby acknowledged.


 


2.             Miscellaneous.   Sections 5.3 through 5.11 and 5.14 through 5.16 of the Voting and
Proxy Agreement dated the date hereof, among Parent and certain stockholders of
the Company (the “Voting Agreement”), are incorporated by reference herein,
with, solely for purposes of this Release, (i) the term “parties” in such
provisions meaning Parent and the undersigned, (ii) the term “Stockholder” in
such provisions meaning the undersigned, and (iii) the address and facsimile
number of the undersigned set forth on the signature page hereto being the
address and facsimile number of the Stockholder referred to in Section 5.4 of
the Voting Agreement.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Michael
  Danziger

  	
   

  
	
   

  	
  Name:

  	
  Michael Danziger

  
	
   

  	
  Address:

  	
  7 Pollack Drive

  
	
   

  	
   

  	
  Malboro, NJ
  07746

  
	
   

  	
  Facsimile No.:

  	
  (732) 536-7285

  
	
   

  
	
   

  
	
  ACKNOWLEDGED AND
  AGREED:

  	
   

  
	
   

  	
   

  
	
  The Thomson
  Corporation

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Darren
  Pocsik

  	
   

  
	
   

  	
  Name: Darren
  Pocsik

  
	
   

  	
  Title: General Counsel,

  Thomson Scientific & Healthcare

  
								



 


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SCHEDULE
I


 


1.  Venturetek, L.P. v. Rand Publishing Co.,
et al,
Index No. 605046/98 (Sup. Ct. N.Y. Cty.), including all appeals and related
proceedings.


 


2.  Venturetek, L.P. v.  Information
Holdings Inc., Index No. 604416/02 (Sup. Ct. N.Y. Cty.), including
all appeals and related proceedings.


 


3.  All Claims related to or
arising from the foregoing litigations or proceedings.


 


4.  All Claims related to or
arising from the facts alleged in the foregoing litigations or proceedings, or
substantially similar facts.


 


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